ESCROW AGREEMENT by and among SG AMERICAS SECURITIES HOLDINGS, INC., COWEN GROUP, INC. COWEN AND COMPANY, LLC and JPMORGAN CHASE BANK, N.A. Dated as of July 12, 2006Escrow Agreement • August 24th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
This ESCROW AGREEMENT (this “Agreement”), dated as of July 12, 2006, is by and among SG AMERICAS SECURITIES HOLDINGS, INC., a Delaware corporation (“SGASH”), COWEN GROUP, INC., a Delaware corporation (“Cowen Inc.”), COWEN AND COMPANY, LLC, a Delaware limited liability company (“Cowen LLC”) and JPMORGAN CHASE BANK, N.A., a national banking association (the “Escrow Agent”). Capitalized terms which are used but not otherwise defined in this Agreement have the meaning assigned to such terms in the Separation Agreement (as defined below).
INDEMNIFICATION AGREEMENT by and among SOCIÉTÉ GÉNÉRALE, SG AMERICAS SECURITIES HOLDINGS, INC., COWEN AND COMPANY, LLC and COWEN GROUP, INC. Dated as of July 11, 2006Indemnification Agreement • August 24th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS INDEMNIFICATION AGREEMENT, dated as of July 11, 2006, is by and among SOCIÉTÉ GÉNÉRALE, a French banking corporation (“SocGen”), SG AMERICAS SECURITIES HOLDINGS, INC., a Delaware corporation (“SGASH” and, together with SocGen, “SG”), COWEN AND COMPANY, LLC, a Delaware limited liability company (“Cowen LLC”) and COWEN GROUP, INC., a Delaware corporation (“Cowen Inc.” and, together with Cowen LLC, “Cowen”).
TAX MATTERS AGREEMENT by and among SG AMERICAS, INC., SG AMERICAS SECURITIES HOLDINGS, INC., COWEN AND COMPANY, LLC and COWEN GROUP, INC. Dated as of July 12, 2006Tax Matters Agreement • August 24th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS TAX MATTERS AGREEMENT, dated as of July 12, 2006 among SG Americas, Inc., a Delaware corporation (“SGAI”), SG Americas Securities Holdings, Inc., a Delaware corporation (“SGASH”), Cowen and Company, LLC, a Delaware limited liability company (“Cowen LLC”), and Cowen Group, Inc., a Delaware corporation (“Cowen Inc.”) (each of SGAI, Cowen LLC, SGASH and Cowen Inc. are referred to herein collectively as the “Parties”, and individually, as a “Party”).
FULLY DISCLOSED CLEARING AGREEMENT OF SG AMERICAS SECURITIES, LLCDisclosed Clearing Agreement • August 24th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS AGREEMENT is made and entered into this 12th day of July, 2006 by and between SG AMERICAS SECURITIES, LLC (“Clearing Agent”), a Delaware limited liability company, and COWEN AND COMPANY, LLC (“Introducing Firm”), a Delaware limited liability company.
SEPARATION AGREEMENT by and among SOCIÉTÉ GÉNÉRALE, SG AMERICAS, INC., SG AMERICAS SECURITIES HOLDINGS, INC., COWEN AND COMPANY, LLC and COWEN GROUP, INC. Dated as of July 11, 2006Separation Agreement • August 24th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS SEPARATION AGREEMENT, dated as of July 11, 2006, is made by and among SOCIÉTÉ GÉNÉRALE, a French banking corporation (“SG”), SG AMERICAS, INC., a Delaware corporation (“SGAI”), SG AMERICAS SECURITIES HOLDINGS, INC., a Delaware corporation (“SGASH”), COWEN AND COMPANY, LLC, a Delaware limited liability company (“Cowen LLC”), and COWEN GROUP, INC., a Delaware corporation (“Cowen Inc.”).
EMPLOYEE MATTERS AGREEMENT by and among SOCIÉTÉ GÉNÉRALE, SG AMERICAS, INC. SG AMERICAS SECURITIES HOLDINGS, INC., COWEN AND COMPANY, LLC and COWEN GROUP, INC. Dated as of July 12, 2006Employee Matters Agreement • August 24th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is made as of July July 12, 2006 by and among Société Générale (“SG”), SG Americas, Inc., SG Americas Securities Holdings, Inc. (“SGASH”), Cowen and Company, LLC (“Cowen LLC”) and Cowen Group, Inc. (“Cowen Inc.”).
TRANSITION SERVICES AGREEMENT by and among SOCIÉTÉ GÉNÉRALE, SG AMERICAS, INC., SG AMERICAS SECURITIES HOLDINGS, INC., COWEN AND COMPANY, LLC and COWEN GROUP, INC. Dated as of July 12, 2006Transition Services Agreement • August 24th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
This Transition Services Agreement, dated as of July 12, 2006, is made by and among SOCIÉTÉ GÉNÉRALE, a French banking corporation (“SG”), SG AMERICAS, INC., a Delaware corporation (“SGAI”), SG AMERICAS SECURITIES HOLDINGS, INC., a Delaware corporation (“SGASH”), COWEN AND COMPANY, LLC, a Delaware limited liability company formerly known as “SG Cowen & Co., LLC” (“Cowen LLC”), and COWEN GROUP, INC., a Delaware corporation (“Cowen Inc.”).
STOCKHOLDERS AGREEMENT by and between COWEN GROUP, INC. and SG AMERICAS SECURITIES HOLDINGS, INC. Dated as of July 12, 2006Stockholders Agreement • August 24th, 2006 • Cowen Group, Inc. • Security brokers, dealers & flotation companies • New York
This STOCKHOLDERS AGREEMENT, dated as of July 12, 2006 (this “Agreement”), is entered into by and between COWEN GROUP, INC., a Delaware corporation (the “Company”), and SG AMERICAS SECURITIES HOLDINGS, INC., a Delaware corporation (“SGASH”).
